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Paine Webber shareholders overwhelmingly approve merger with UBS.

24 Oct 2000 00:00
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Media Releases Switzerland

Paine Webber shareholders voted overwhelmingly on 23 October 2000 to approve the proposed merger with UBS. Marcel Ospel, Chief Executive Officer of the UBS Group, said "I am extremely pleased that such a substantial majority of Paine Webber shareholders has endorsed our merger. I thank the shareholders for their vote of confidence in our plans to create a pre-eminent global investment services firm."

UBS and Paine Webber expect to complete the merger in early November, following the completion of all necessary regulatory approvals.

UBS to guarantee Paine Webber debt

In order to facilitate the orderly management of the outstanding debt securities of the combined firm, UBS intends to guarantee Paine Webber Group Inc.'s payment obligations with respect to Paine Webber Group Inc.'s outstanding listed and registered debt securities. UBS would issue senior guarantees with respect to senior debt and subordinated guarantees with respect to subordinated debt.

UBS also intends to guarantee (in accordance with their respective levels of seniority) the obligations of Paine Webber Group Inc. in respect of the outstanding trust preferred securities issued by PWG Capital Trust I and PWG Capital Trust II.

Following the issuance of these guarantees, which will take place in due course after the merger is completed, Paine Webber Group Inc. will no longer be a reporting company under the U.S. securities laws.

UBS will announce preliminary "flash" third quarter results on Thursday 26 October

UBS's third quarter results are scheduled to be published on Tuesday 28 November. However, in order to ensure maximum transparency and clarity for Paine Webber and UBS shareholders during the closing period of the merger, UBS has decided to announce preliminary "flash" third quarter results one month in advance, at 7am Zurich time on Thursday 26 October.

UBS's detailed third quarter report, including all customary supporting information and analysis, will be published as planned on 28 November.

Zurich / Basel, 24 October 2000

UBS

Information concerning proxy materials: This communication is not a solicitation of a proxy from any security holder of Paine Webber Group, Inc. UBS and PaineWebber have filed with the Securities and Exchange Commission a proxy statement/prospectus which has been mailed to PaineWebber security holders and other relevant documents concerning the planned merger of PaineWebbeer into a subsidiary of UBS. WE URGE INVESTORS IN PAINEWEBBER TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors can obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by UBS are available free of charge from Investor Relations, UBS, Stockerstrasse 64, Zurich. Documents filed with the SEC by PaineWebber are available free of charge from Geraldine Banyai, Assistant Secretary, 1285 Ave of the Americas, New York, New York 10019.

This press release contains forward-looking statements. These forward-looking statements are found in various places throughout this press release and include, without limitation, statements concerning the expected timing and benefits of the proposed merger. While these forward-looking statements represent our judgments and future expectations concerning the development of our business and the timing and benefits of the merger, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, the inability to obtain, or meet conditions imposed for, governmental approvals for the transaction; and other key factors that we have indicated could adversely affect the merger contained in our past and future filings and statements, including those filed with the United States Securities and Exchange Commission. All statements regarding matters following the completion of the merger of UBS and PaineWebber are subject to such completion.